Audit Committee Charter

Whistle Blower

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Chairman of the Board of Directors

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Chairman of the Board of Directors

Governance, Nomination and Compensation Committee Charter

Reserves Committee Charter

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Constating Documents

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Environmental, Social, And Governance

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Environmental, Social, And Governance

Modern Slavery Report

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Whistle Blower

Introduction

The audit committee of the board of directors of Pine Cliff Energy Ltd. (“Pine Cliff”, the “Company” and “we”) instituted this Whistle Blower Policy (the “Policy”) in accordance with applicable securities legislation. Pine Cliff has always had an informal open door policy for all employees, contractors and other stakeholders (collectively, “Stakeholders” and “you”) to discuss all matters pertaining to the operation and reporting of activities of Pine Cliff and its affiliated organizations.

Employees of entities are often the first to realize that there may be something seriously wrong with an organization. However, they may decide not to express their concerns because they feel that speaking up would be disloyal to their colleagues or to the organization. They may also fear harassment or victimization. In these circumstances, they may feel it would be easier to ignore the concern rather than report what may just be a suspicion of malpractice.

This Policy makes it clear that Stakeholders can report concerns without fear of victimization, subsequent discrimination or disadvantage. This Policy is intended to encourage and enable Stakeholders to raise serious concerns within Pine Cliff rather than overlooking a problem or seeking a resolution for the problem outside Pine Cliff.

This Policy applies to all employees and those contractors working for Pine Cliff. It is also intended to provide a method for other stakeholders (suppliers, customers, shareholders etc.) to voice their concerns regarding Pine Cliff's business conduct.

The Policy is also intended as a clear statement that if any wrongdoing by Pine Cliff or any of its employees or by any of its contractors or suppliers is identified and reported to Pine Cliff, it will be dealt with expeditiously and thoroughly investigated and remedied. Pine Cliff will further examine the means of ensuring that such wrongdoing can be prevented in the future.

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What is Whistle-blowing?

Whistle-blowing can be described as giving information about potential illegal and/or underhanded practices i.e. wrong doing.

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What is wrong doing?

Wrong doing involves any unlawful or illegal behavior and can include:

An unlawful act whether civil or criminal;
Breach of or failure to implement or comply with any published Pine Cliff policy;
Unprofessional conduct;
Questionable accounting or auditing practices;
Dangerous practice likely to cause physical harm/damage to any person/property;
Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to Pine Cliff;
Abuse of power or authority for any unauthorized or ulterior purpose; and
Unfair discrimination in the course of employment or provision of services.

This list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as "wrong doing".

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Who is protected?

Any Stakeholder who makes a disclosure or raises a concern under this Policy will be protected if the employee:

Discloses the information in good faith;
Believes it to be substantially true;
Does not act maliciously or make false allegations; and
Does not seek any personal or financial gain.

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Who should you contact?

As a first step, we encourage you to report any known violations or complaints to your immediate supervisor. If you do not feel comfortable reporting the information to your immediate supervisor we recommend reporting violations to the senior officers of the Company. Violations or complaints can be reported directly in person, via telephone, regular mail or email. As an alternative, you can contact any one of the Company’s audit committee members listed below:

• Mr. Robert Fryk - rfryk@telus.net or by phone at 1-403-807-5151; or

• Mr. William Rice - riceb@shaw.ca or by phone at 1-403-991-3383; or

• Ms. Jacqueline Ricci - jricci@zechner.com or by phone at 1-647-292-1394;

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How will the Company respond?

The action taken will depend on the nature of the concern raised. Initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Where appropriate, the matters raised may:

Be investigated by management, the board of directors, or through a disciplinary process;
Be referred to the police;
Be referred to the external auditor; or
Form the subject of an independent inquiry.

Within 15 calendar days after a concern is raised, the person contacted or a representative thereof will write to you:

1. Acknowledging that the concern has been received;

2. Indicating how they propose to deal with the matter;

3. Giving an estimate of how long it will take to provide a final response;

4. Telling you whether any initial enquiries have been made; and

5. Telling you whether further investigations will take place and if not, why not.

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The amount of contact between the persons considering the issues and you will depend on the nature of the matters raised, the potential difficulties involved and the clarity of the information provided. If necessary, Pine Cliff will seek further information from you.

Pine Cliff accepts that you need to be assured that the matter has been properly addressed. Thus, subject to legal constraints, we will inform you of the outcomes of any investigation.

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Prevention of recriminations, victimization or harassment

Pine Cliff will not tolerate an attempt on the part of anyone to apply any sanction or detriment to any person who has reported to Pine Cliff a serious and genuine concern that they may have concerning an apparent wrong doing.

The Company will take steps to minimize any difficulties which you may experience as a result of raising a concern. For instance, if you are required to give evidence in criminal or disciplinary proceedings, the Company will arrange for you to receive advice about the procedure.

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Confidentiality and anonymity

Pine Cliff will respect the confidentiality of any whistle-blowing complaint received by Pine Cliff when the complainant requests confidentiality. However, confidentiality may not be maintained if such confidentiality is incompatible with a fair investigation or if there is an overriding reason for identifying or otherwise disclosing the identity of the person making the complaint, or if disclosure of the identity of the complainant is required by law. In the event that anonymity is requested, you should contact one of the above mentioned audit committee members by phone who will give a case number and a time or times when you can call back for updates on the investigation of your complaint.

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False and malicious allegations

Pine Cliff is proud of its reputation of adhering to high standards of ethical behavior and honesty. It will therefore ensure that resources are put into investigating any complaint which it receives. However, Pine Cliff will regard the making of any deliberately false or malicious allegations by any Stakeholder as a serious disciplinary offence which may result in disciplinary action including dismissal for cause and pursuing civil remedies.

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Establishment of the Audit Committee

It is the policy of Pine Cliff Energy Ltd. (the "Corporation") to establish and maintain an Audit Committee (the "Committee") to assist the Board of Directors of the Corporation (the "Board") in the exercise of its duties and responsibilities.

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Composition of the Committee

The membership of the Committee shall be as follows:

the Committee shall consist of a minimum of three directors of the Corporation;
each of the members of the Committee must be "independent" within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110");
all members of the Committee shall be “financially literate” in that they must be able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements;
no member of the Committee may serve simultaneously on the audit committee of more than two other public companies in addition to the Corporation, unless the Board determines that simultaneous service will not materially adversely affect the Committee or prevent it from acting independently or from fulfilling its mandate in accordance with applicable law;
members of the Committee shall be appointed annually by the Board based on the Governance, Nomination and Compensation Committee’s recommendation, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among the directors of the Corporation;
The chair (the "Chair") of the Committee shall be appointed by the Board;
the chair (the "Chair") of the Committee shall be appointed by the Board;
a member of the Committee shall cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

the Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Corporation’s external auditors (the “Auditors”), the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of four times per year to correspond with the review of the annual and quarterly financial statements;
notice of each meeting shall be given to each member of the Committee, the Chair of the Board (the "Board Chair"), the CEO, the Auditors and all other persons the Committee determines should be provided with notice of the meeting;
Notice of a meeting of the Committee shall:
- be in writing;
- state the nature of the business to be transacted at the meeting in reasonable detail;
- provide the location of the meeting and instructions how to participate remotely if required;
- to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
- be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;
a quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
the Chair shall preside at all meetings of the Committee, in the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
the Board Chair, the CEO, senior management of the Corporation ("Management") and other parties may, if invited by the Chair, attend meetings of the Committee; however, the Committee: (i) shall meet with the Auditors independent of Management; and (ii) may meet separately with Management;
the Committee shall meet in a separate, non-Management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it shall see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting; and
minutes of Committee meetings will be sent to all Board members and relevant Management. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting..

Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

recommending to the Board external auditors to be nominated, and put forward for shareholder approval at the annual meeting, to prepare or issue an auditors' report and perform audit, review, attest or other services for the Corporation and, if necessary, recommending to the Board the Auditors' removal;
recommending to the Board the Auditors’ compensation and otherwise setting the terms of the Auditors’ engagement, including reviewing the Auditors’ engagement letter;
directly overseeing the work of the Auditors in preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the Auditors regarding financial reporting;
providing an open avenue of communication among Management, the Auditors and the Board;
monitoring the adequacy of this Charter and recommending any proposed changes to the Board;
reviewing the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process;
identifying and monitoring the Management of the principal risks that could impact the financial reporting of the Corporation;
reviewing with Management and the Auditors the adequacy and effectiveness of the Corporation’s accounting and financial controls and overseeing the integrity, adequacy and timeliness of its financial reporting processes. The Committee shall review to ensure, to its satisfaction, that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements and will periodically assess the adequacy of those procedures;
reviewing with Management and the Auditors the audited annual financial statements, management's discussion and analysis ("MD&A") and related documents and review with Management the unaudited quarterly financial statements, MD&A and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements, for submission to the Board for approval;
reviewing with Management, where appropriate and prior to release, any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public;
reviewing the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made;
reviewing the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the Auditors’ judgment about the quality and appropriateness of the Corporation’s accounting policies. This review may include discussions with the Auditors without the presence of Management;
reviewing with Management and the Auditors, significant related party transactions and potential conflicts of interest;
reviewing and pre-approving any non-audit services to be provided by the Auditors and considering the impact on the independence of the Auditors;
delegating the pre-approval of non-audit services to a member or certain members of the Committee. Such member or members shall notify the Committee at each Committee meeting of any non-audit services they have approved since the previous Committee meeting;
developing, implementing, and reviewing pre-approval policies and procedures for engaging the Auditors for non-audit services for the Corporation and its subsidiaries, which shall include: (a) pre-approval policies and procedures for particular services; (b) a written notification process informing the Committee of each instance when the Auditors are engaged by the Corporation for a pre-approved service; and (c) a prohibition against any of the Committee's responsibilities in relation to pre-approving non-audit services being delegated to Management. If a non-audit service to be performed by the Auditors is not listed in the policies and procedures, then the Committee must pre-approve that non-audit service;
if deemed necessary, inspecting any and all of the books and records of the Corporation, its subsidiaries and affiliates;
discussing with Management, its subsidiaries and affiliates and staff of the Corporation, any affected party, contractors and consultants of the Corporation and the Auditors, such accounts, records and other matters as any member of the Committee considers necessary and appropriate;
when there is to be a change of Auditors, reviewing all issues and providing documentation related to the change, including the information to be included in the Notice of Change of Auditors and documentation required pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (or any successor legislation) of the Canadian Securities Administrators and the planned steps for an orderly transition;
reviewing all securities offering documents (including the documents incorporated therein by reference) of the Corporation;
reviewing findings, if any, from examinations performed by regulatory agencies with respect to financial matters;
reviewing and overseeing Management’s procedure for monitoring the Corporation’s compliance with laws and regulations related to financial reporting;
reviewing current and expected future compliance with covenants under financing agreements;
reviewing the proposed issuance of debt and equity instruments including public and private debt, equity and hybrid securities, credit facilities with banks and others, and other credit arrangements such as material capital and operating leases. When applicable, the Committee shall review the related securities;
monitoring and overseeing the independence of the Auditors by reviewing all relationships between the Auditors and the Corporation and all non-audit work performed for the Corporation by the Auditors;
establishing and reviewing the Corporation’s procedures for the receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and the confidential, anonymous submission by employees of the Corporation regarding questionable accounting, auditing and financial reporting and disclosure matters;
reviewing and approving the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditors of the Corporation;
conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities;
monitoring and reviewing any material planned accounting and financial information changes related to emissions and environmental disclosure practices if applicable to the Corporation, which may include discussions with the Auditors;
performing such other functions and exercising such other powers as are prescribed from time to time for the audit committee of a reporting issuer in Parts 2 and 4 of NI 52-110, all other applicable laws and policies and procedures of all applicable regulatory authorities, the Business Corporations Act (Alberta) and the By-laws of the Corporation; and
performing any other activities consistent with this Charter as the Committee or the Board deems necessary or appropriate.

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Management and Auditor’s Role

Management is responsible for preparing the Corporation’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with International Financial Reporting Standards. Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.

The Auditors’ responsibility is to express an opinion on the Corporation’s financial statements, based on their audit conducted in accordance with generally accepted auditing standards.

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Reporting

At the earliest reasonable opportunity after each meeting, the Committee shall report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as deemed appropriate.

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Access to Outside Advisors

The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation and other retention terms of such advisors at the expense of the Corporation. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

Establishment of the Audit Committee

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Composition of the Committee

The membership of the Committee shall be as follows:

The Committee shall consist of a minimum of three directors of the Corporation;
Each of the members of the Committee must be "independent" within the meaning of National Instrument 52-110 – Audit Committees;
All members of the Committee shall be “financially literate” in that they must be able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements;
Members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
The chair (the "Chair") of the Committee shall be appointed by the Board;
A member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
Any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Corporation’s external auditors (the “Auditors”), the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of four times per year to correspond with the review of the annual and quarterly financial statements;
Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO, the Auditors and all other persons the Committee determines should be provided with notice of the meeting;
Notice of a meeting of the Committee shall:
- be in writing;
- state the nature of the business to be transacted at the meeting in reasonable detail;
- provide the location of the meeting and instructions how to participate remotely if required;
- to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
- be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;
A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
In the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
The Chairman of the Board, the CEO, senior financial Management and other parties may attend meetings of the Committee; however, the Committee: (i) shall meet with the Auditors independent of Management; and (ii) may meet separately with Management;
The Committee shall meet in a separate, non-Management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting; and
Minutes of Committee meetings will be sent to all Board members and relevant Management. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

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Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

providing an open avenue of communication among Management, the Auditors and the Board;
monitoring the adequacy of this Charter and recommending any proposed changes to the Board;
reviewing the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process;
identifying and monitoring the Management of the principal risks that could impact the financial reporting of the Corporation;
reviewing with Management and the Auditors the adequacy and effectiveness of the Corporation’s accounting and financial controls and overseeing the integrity, adequacy and timeliness of its financial reporting processes. The Committee shall review to ensure, to its satisfaction, that adequate procedures are in place for the review of the Corporation’s disclosure of financial information extracted or derived from the Corporation’s financial statements and will periodically assess the adequacy of those procedures;
reviewing with Management and the external auditors the audited annual financial statements and related documents and review with Management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters
required to be reviewed under applicable legal or regulatory requirements, for submission to the Board of Directors for approval;
reviewing with Management, where appropriate and prior to release, any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public;
reviewing the Corporation’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made;
reviewing the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Corporation, including consideration of the Auditors’ judgment about the quality and appropriateness of the Corporation’s accounting policies. This review may include discussions with the external auditors without the presence of Management;
reviewing with Management and the Auditors, significant related party transactions and potential conflicts of interest;
pre-approving all non-audit services in excess of $20,000 to be provided to the Corporation by the Auditors and applicable fees;
if deemed necessary, inspecting any and all of the books and records of the Corporation, its subsidiaries and affiliates;
discussing with Management, its subsidiaries and affiliates and staff of the Corporation, any affected party, contractors and consultants of the Corporation and the external auditors, such accounts, records and other matters as any member of the Committee considers necessary and appropriate;
when there is to be a change of Auditors, reviewing all issues and provide documentation related to the change, including the information to be included in the Notice of Change of Auditors and documentation required pursuant to National Instrument 51-102 (or any successor legislation) of the Canadian Securities Administrators and the planned steps for an orderly transition;
reviewing all securities offering documents (including the documents incorporated therein by reference) of the Corporation;
reviewing findings, if any, from examinations performed by regulatory agencies with respect to financial matters;
reviewing and overseeing Management’s procedure for monitoring the Corporation’s compliance with laws and regulations related to financial reporting;
reviewing current and expected future compliance with covenants under financing agreements;
reviewing the proposed issuance of debt and equity instruments including public and private debt, equity and hybrid securities, credit facilities with banks and others, and other credit arrangements such as material capital and operating leases. When applicable, the Committee shall review the related securities;
monitoring and overseeing the independence of the Auditors by reviewing all relationships between the Auditors and the Corporation and all non-audit work performed for the Corporation by the Auditors;
establishing and reviewing the Corporation’s procedures for the:
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
confidential, anonymous submission by employees of the Corporation regarding questionable accounting, auditing and financial reporting and disclosure matters.
reviewing and approving the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former Auditors of the Corporation;
conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities;
performing such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting issuer in Parts 2 and 4 of NI 52-110, all other applicable laws and policies and procedures of all applicable regulatory authorities, the Business Corporations Act (Alberta) and the By-laws of the Corporation; and
performing any other activities consistent with this Charter as the Committee or the Board deems necessary or appropriate.

Management and Auditor’s Role

The Auditors’ responsibility is to express an opinion on the Corporation’s financial statements, based on their audit conducted in accordance with generally accepted auditing standards.

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Reporting

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Access to Outside Advisors

The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Corporation. If these costs exceed $10,000 per annum for a Committee member, such member will obtain prior approval from the Board for the amount exceeding $10,000 per annum. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

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Governance, Nomination and Compensation Committee Charter

Establishment of Governance, Nomination and Compensation Committee

It is the policy of Pine Cliff Energy Ltd. (the "Corporation") to establish and maintain a Governance, Nomination and Compensation Committee (the "Committee") to assist the Board of Directors of the Corporation (the "Board") in the exercise of its duties and responsibilities.
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Composition of the Committee

The membership of the Committee shall be as follows:

the Committee shall consist of a minimum of three directors of the Corporation;
the majority of the members of the Committee:

shall not be, and shall not have been during the preceding 12 months, (A) an officer or employee of the Corporation or an affiliate of the Corporation, (B) a person who beneficially owns 10% or more of the outstanding voting securities of the Corporation, and (C) a relative of a person referred to in clause (A) or (B) residing in the same home as that person; and
shall be free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. In determining whether a director is independent of management for the purpose of the determination in this subsection 2(b), the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities;

all members of the Committee shall have a working familiarity with corporate governance and executive compensation matters;
members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
the chair (the "Chair") of the Committee shall be appointed by the Board;
a member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

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Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Chief Executive Officer of the Corporation (the "CEO") or a senior executive of the Corporation. The Committee shall convene a minimum of once per year;
Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO and all other persons the Committee determines should be provided with notice of the meeting;
Notice of a meeting of the Committee shall:

be in writing;
state the nature of the business to be transacted at the meeting in reasonable detail;
provide the location of the meeting and instructions how to participate remotely if required;
to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;

A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
In the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
The Chairman of the Board, senior management of the Corporation and other parties may attend meetings of the Committee; however, the Committee may meet separately with management;
The Committee shall meet in a separate, non-management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
Minutes shall be kept of all meetings of the Committee and shall be signed by the Chair and the secretary of the meeting; and
Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

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Duties and Responsibilities of the Committee

The Committee's primary duties and responsibilities are to assist the Board with the following:

making recommendations to the Board regarding the selection, appointment and (if necessary) termination of the CEO;
working with the Chairman of the Board and the CEO in evaluating the succession planning process for the CEO and members of senior management, and making recommendations to the Board in this regard for discussion and final approval;
evaluating, together with the CEO, a position description for the CEO, setting out the CEO’s authority, duties and responsibilities, and defining the scope of management’s responsibilities, and making recommendations to the Board in this regard for discussion and final approval;
evaluating, setting, and approving the level and forms of compensation for the CEO; and working with the CEO, evaluating and recommending to the Board for approval, the level and forms of compensation for the other senior management in the Corporation; all of the foregoing in light of the Corporation’s financial and non-financial performance;
approving any employment agreements, severance arrangements and any changes to contractual agreements and provisions, including benefit payments and change of control payments, for the CEO and all members of the Corporation’s senior management;
evaluating the level and forms of compensation for the Board directors, in light of the Corporation’s financial and non-financial performance and commensurate with the responsibilities and risks in being an effective director, and making recommendations to the Board in this regard for discussion and final approval;
reviewing and approving recommendations for establishing and amending the Corporation’s equity based compensation plans and executive performance incentive programs, and evaluating effectiveness of these compensation plans in recruiting, retaining and motivating talent necessary to meet the Corporation’s corporate strategy and in meeting shareholder interests;
reviewing and approving recommendations to the Board for the grants of awards under the Corporation's equity compensation plans to Board members, the CEO and senior management; and authorizing and approving grants of awards under such plans to employees (other than officers) in co-ordination with the CEO’s recommendation regarding such grants;
developing and monitoring the Corporation’s general approach to corporate governance issues and applicable corporate governance guidelines, and, through the Chair, making recommendations to the Board in this regard for discussion and final approval;
periodically reviewing the Board charter and the position descriptions of the Chairman of the Board, the CEO and the chairs of each Board committee in light of corporate, market and legal developments, and best corporate governance practices, and making recommendations to the Board in this regard for discussion and final approval;
working with the Board Chairman, periodically reviewing and developing guidelines for the operation of the Board, including its functions, size and composition;
with the Board Chairman and the chair of each Board committee, periodically reviewing and developing guidelines for the operation of each committee of the Board, including their functions, size and composition and recommending to the Board those directors it considers qualified for appointment to each committee of the Board;
reviewing at least annually the Board’s succession planning arrangements for Board members, the Chairman of the Board and each committee of the Board and making recommendations to the Board in this regard for discussion and final approval;
identifying the required competencies and characteristics of potential Board directors, periodically developing lists of candidate directors, and making recommendations to the Board in this regard for discussion and final approval which will reflect, among other things;
organizing and providing an orientation and continuing education program for new directors;
performing, under the leadership and guidance of the Chairman of the Board, regular assessments of the Board, committees of the Board and individual directors, and making recommendations to the Board in this regard for discussion and final approval;
monitoring relationships between the Corporation’s senior management and the Board, and recommend procedures to allow directors to have access to, and an effective relationship with, such senior management;
reviewing public or regulatory disclosure respecting compensation and the basis on which performance is measured;
periodically reviewing corporate governance and compensation policies related to best practice and making recommendations to the Board in this regard for discussion and final approval;
performing any other duties that are otherwise required by law, including National Policy 58-201 – Corporate Governance Guidelines;
periodically reviewing the Corporation’s written Whistleblower Policy, Disclosure Policy and Confidentiality and Insider Trading Policy (these documents are collectively referred to as the "Policies") and recommend any amendments to the Board;
periodically considering and if appropriate reviewing directors and officers third party liability insurance proposals and coverage; and
performing any other activities consistent with this Charter, the Corporation’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.

Policies

The Committee will:

develop, review and assess the Policies to confirm that they address, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of the Corporation's assets, compliance with applicable laws, rules and regulations (including insider trading laws) and the reporting of illegal or unethical
behaviour, and establish mechanisms to facilitate the effective operation of the Policies and the granting of waivers under any of the Policies;
if appropriate, approve any waivers of the Policies sought by directors or members of senior management; and
ensure that any waivers of the Policies for directors or members of senior management are promptly disclosed to the Board and, if appropriate, to shareholders.

Reporting

At the earliest reasonable opportunity after each meeting, the Committee will regularly report to the Board on all significant matters it has addressed and with respect to such other matters that are within its responsibilities, including any matters relating to the Policies and its review of any potential conflicts of interest and make recommendations to the Board as deemed appropriate.

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Access to Outside Advisors

The Committee may retain any outside advisor, including an executive search firm, at the reasonable expense of the Corporation at any time and has the authority to determine any such advisor’s fees and other retention terms. The Committee, and any outside advisors retained by it, will have access to all records and information relating to the Corporation and its subsidiaries which it deems relevant to the performance of its duties.

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Reserves Committee Charter

Establishment of Reserves Committee

The board of directors (the "Board") of Pine Cliff Energy Ltd. (the "Corporation") hereby establishes a committee to be called the Reserves Committee (the "Committee"). The charter of the Committee is as described below.

Composition of the Committee

The membership of the Committee shall be as follows:

the Committee shall consist of a minimum of three directors of the Corporation;
the majority of the members of the Committee:

shall not be, and shall not have been during the preceding 12 months, (A) an officer or employee of the Corporation or an affiliate of the Corporation, (B) a person who beneficially owns 10% or more of the outstanding voting securities of the Corporation, and (C) a relative of a person referred to in clause (A) or (B) residing in the same home as that person; and
shall be free from any interest, any business or other relationship which could, or could reasonably be perceived, to materially interfere with the director's ability to act with a view to the best interests of the Corporation, other than interests and relationships arising from shareholdings. In determining whether a director is independent of management for the purposes of the determination in this subsection 2(b), the Board shall make reference to the then current legislation, rules, policies and instruments of applicable regulatory authorities;

all members of the Committee shall have a working familiarity with the estimation of petroleum and natural gas resources and reserves;
members of the Committee shall be appointed annually by the Board, at the first meeting of the Board after the annual general meeting of shareholders of the Corporation, from among directors of the Corporation;
the chair (the "Chair") of the Committee shall be appointed by the Board;
a member of the Committee shall ipso facto cease to be a member of the Committee upon ceasing to be a director of the Corporation; and
any member of the Committee may be removed or replaced at any time by resolution of the directors of the Corporation. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains.

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Objectives of the Committee

The Committee's primary purpose is to assist the Board in fulfilling its oversight responsibilities where the Corporation has become a reporting issuer with respect to the compliance with the requirements contained in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101").

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Meetings of the Committee

Subject to the following requirements, the Committee may determine its own meeting procedures:

The Committee shall convene at such dates, times and places as may be designated or approved by the Chair whenever a meeting is requested by the Board, a member of the Committee, the Chief Executive Officer of the Corporation (the "CEO"), the qualifies reserves evaluator or any senior executive of the Corporation. The Committee shall convene a minimum of once per year, with one meeting scheduled to correspond with the review of the Corporation’s annual reserves report;
Notice of each meeting shall be given to each member of the Committee, the Chairman of the Board, the CEO, the qualified reserves evaluator and all other persons the Committee determines should be provided with notice of the meeting;
Notice of a meeting of the Committee shall:

be in writing;
state the nature of the business to be transacted at the meeting in reasonable detail;
provide the location of the meeting and instructions how to participate remotely if required;
to the extent practicable, be accompanied by copies of documentation to be considered at the meeting; and
be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit;

A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of its members. Every motion at the Committee meeting shall be decided by a majority of votes cast; in the event of a tie vote on any matters, such matters shall be presented to the Board for its consideration and determination;
Any member of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at the meeting;
The Chair shall preside at all meeting of the Committee, and in the absence of the Chair, the members of the Committee shall choose one of the members present to be chair of themeeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting;
The Chairman of the Board, senior management of the Corporation and other parties may attend meetings of the Committee; however, the Committee (i) shall meet with the qualified reserve evaluator or auditor independent of management, and (ii) may meet separately with management;
The Committee shall meet in a separate, non-management, in camera session at each meeting. The Committee may invite such officers, directors and employees of the Corporation or affiliates as it see fit from time to time to attend meetings of the Committee and to assist thereat in the discussion of matters being considered by the Committee;
Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting; and
Minutes of Committee meetings will be sent to all Board members and relevant executive and management staff. Reports on the conduct of the meetings will be made to the Board by the Chair or in their absence, by the chair of the meeting.

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Duties and Responsibilities of the Committee

Reserves Report

The Committee shall arrange for the preparation, review by the Board and, where the Corporation has become a reporting issuer, public filing with securities authorities of:

a Statement of Reserves Data and Other Information pursuant to Form 51-101F1 (the "Reserves Report"), as at the last day of the Corporation's most recent financial year and for the financial year then ended;
a signed Report of Independent Qualified Reserves Evaluator or Auditor pursuant to Form 51-101F2 (the "Evaluator's Report");
a signed Report of Management and Directors pursuant to Form 51-101F3 (the "Management Report") confirming the role of the Board in connection with reserves and executed by two senior officers and two directors of the Corporation; and
if the public filing of the Reserves Report, Evaluator's Report and Management Report is satisfied by including the information included therein in an annual information form, a notice of filing in Form 51-101F4, concurrently with the filing of the annual information form.

Reserves Evaluator or Auditor

The Committee shall:

review and recommend to the Board the appointment of a qualified reserves evaluator or auditor, where the Corporation has become a reporting issuer, pursuant to the requirements of NI 51-101;
review the appointment or change in appointment of the reserves evaluator or auditor and in the case of a proposed change in appointment, determine whether there have been any disputes between the qualified reserves evaluator or auditor and management of the Corporation;
review and approve annually the expected fees of the independent qualified reserves evaluator(s);
ensure the independence of the qualified reserves evaluator or auditor; and
provide a means of direct communication for the Board with the independent qualified reserves evaluator or auditor. The independent qualified reserves evaluator (s) shall have a direct line of communication to the Committee through its Chair. The Committee, through its Chair, may contact directly any employee in the Corporation as it deems necessary, and any employees may bring before the Reserves Committee any matter on a confidential basis involving the reserves evaluation process.

Annual Review of Resources and Reserves

The Committee shall:

ensure the qualified reserves evaluator or auditor has all of the information reasonably necessary to provide a Reserves Report that satisfies the requirements of NI 51-101 where the Corporation has become a reporting issuer;
determine whether any restrictions affect the ability of the qualified reserves evaluator or auditor in reporting on the Corporation's reserves data;
review, with reasonable frequency, the Corporation's procedures relating to the disclosure of oil and gas activities and reserves information, including its procedures for complying with the disclosure requirements of NI 51-101 where it has become a reporting issuer;
review the scope of the annual review of reserves;
meet independently of management with the qualified reserves evaluator or auditor;
before approving the filing of the Reserves Report, meet with management and the qualified reserves evaluator or auditor to:

determine whether any restrictions affect the ability of the qualified reserves evaluator or auditor to report on reserves data without reservation;
review the reserves data and the report of the qualified reserves evaluator or auditor thereon; and
review and approve the content and filing of the Reserves Report, the Evaluator's Report and the Management Report;

discuss reserves findings and disagreements between management and the qualified reserves evaluator or auditor and resolve disputes; and
annually assess the work of the qualified reserves evaluator or auditor.

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Reporting to the Board

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Authority of the Committee

The Committee shall have the authority to:

inspect any and all of the books and records of the Corporation, its subsidiaries and affiliates;
discuss with the management and employees of the Corporation, its subsidiaries and affiliates, any affected party and the qualified reserves evaluator, such accounts, records and other matters as any member of the Committee considers necessary and appropriate;
engage independent counsel and other advisors as it determines necessary to carry out its duties; and
to set and pay the compensation for any advisors employed by the Committee.
The Committee shall be provided with resources and support to carry out its duties and responsibilities delegated to it by the Board, including administrative support.

Other

The Committee shall:

have the authority to make non-material and technical amendments to this Charter to honour the spirit and intent of applicable law as it evolves, which proposed amendments must be reported to the Board prior to adoption thereof;
be charged by the Board, from time to time, to review any other items relating to reserves, development or acquisitions and divestments;
periodically report to the Board the results of all reviews undertaken and any associated recommendations; and
perform any other activities consistent with this Charter, the Corporation’s By-laws and governing laws as the Committee or the Board deems necessary or appropriate.

Audit Committee Charter

Whistle Blower

Whistle Blower

Chairman of the Board of Directors

Chairman of the Board of Directors

Code of Conduct

Code of Conduct

Board Mandate

Board Mandate

Audit Committee Charter

Audit Committee Charter

Governance, Nomination and Compensation Committee Charter

Governance, Nomination and Compensation Committee Charter

Reserves Committee Charter

Reserves Committee Charter

Constating Documents

Constating Documents

Environmental, Social, And Governance

Environmental, Social, And Governance

Modern Slavery Report

Modern Slavery Report

ESTMA

Whistle Blower

Introduction

What is Whistle-blowing?

What is wrong doing?

Who is protected?

Who should you contact?

How will the Company respond?

Prevention of recriminations, victimization or harassment

Confidentiality and anonymity

False and malicious allegations

Establishment of the Audit Committee

Composition of the Committee

Meetings of the Committee

Duties and Responsibilities of the Committee

Management and Auditor’s Role

Reporting

Access to Outside Advisors